(7) Execution of professional duties(items to report).
職務執行の適正性及び効率性に関する取り組み。
Initiatives concerning appropriateness and efficiency of executing duties.
権限規定」において取締役の職務執行権限の一部を使用人に移譲し、効率的な意思決定を行う。
(2) We shall transfer some of the directors' rights in the execution of duties to employees in the“Regulation on Authority,” and improve the efficiency of decision-making.
(注)報酬等とは、報酬、賞与その他その職務執行の対価として会社から受ける財産上の利益をいいます。
Compensation refers to compensation, bonuses,and other financial benefits received from the Company in consideration ofexecution of duties.
監査役は、株主の負託を受けた独立の機関として取締役の職務執行を監査します。
The audit& supervisory board members audit theexecution of the dutiesof the Board of Directors as an independent body and report to shareholders.
We hold training for new managers and seminars on legal affairs as necessary,and have established a system to ensure that the execution of duties fulfills laws, regulations, and the Articles of Incorporation.
The Company shall allocate necessary and sufficient budgets based on relevant auditplans to cover expenses that may accrue from execution of duties by the Company's Audit& Supervisory Board members and shall bear such expenses in accordance with related office regulations.
The agenda, deliberation time, and frequency of Board of Directors meetings will be set so as to allow necessary and sufficient discussion in order to make major operational decisions andsupervise the execution of duties.
The agenda, deliberation time, and frequency of Board of Directors meetings will be set so as to allow necessary and sufficient discussion in order to make major operational decisions andsupervise the execution of duties.
The Audit Department shall assign a budget each year for expenses andother costs recognized as necessary for the execution of duties by directors who are Audit& Supervisory Committee members in consultation with the Audit& Supervisory Committee.
The Audit& Supervisory Board comprises five members, two full-time and three outside members,and each member audits the member of the Board's execution of duties.
The Audit& Supervisory Board of Seikagaku comprises five members, two full-time and three outside members,and each member audits the directors' execution of duties.
The Board of Directors consists of not more than 15 directors, each director makes management decision-making and business execution,and supervises the execution of duties by other directors, executive officers and employees.
The Board of Directors makes decisions on important items such as those prescribed by law, the articles of incorporation, Board of Directors Regulations,and supervises the execution of duties by Directors.
Documents and records related to theexecution of the dutiesof directors at the Company are stored and managed appropriately by the departments responsible based on the Toppan Group Basic Policy on Information Security and the Information Security Management Rules.
To enhance corporate governance, the Board of Directors makes amonthly report including a report on the oversight of execution of dutiesof Directors, and a quarterly report on internal audit and compliance.
This system has been set up in which information on the execution of duties by Directors is saved and managed according to the regulations on management of report documents, and it is made available for perusal when necessary for ten(10) years.
(1) We shall transfer some of the directors' rights in the execution of duties to the executive officers and try to speed up the execution of duties using the Executive Officer System.
(1)Secure the effectiveness of corporate governance by ensuring the separation of supervision and management andmaking supervision of the management such as the execution of duties, etc.
Corporate auditors may conduct individual interviews with the directors responsible for business execution andimportant employees regarding the status of the execution of their duties in accordance with audit plans formulated by the Board of Corporate Auditors.
Based on“Document Management Rules”, information regarding the execution of duties by directors is appropriately and surely compiled and preserved with easiness to find depending on media for preservation, and managed accessible to directors, corporate auditors, and the external auditing firm if necessary.
As an entity entrusted by shareholders, the Board of Directors strives to achieve sustainable growth and a medium- to long-term increase in the corporate value of theGroup while overseeing important managerial decision-making and the execution of duties by each director.
Audit& Supervisory Board Members attend various important internal meetings including meetings of the Board of Directors, as well as communicate with the Internal Audit Department in monitoring andsupervising the execution of dutiesof the Directors from an independent perspective.
Accordingly, it is necessary to consider domestic legislation with reference to standards in international law about the degree to which the use of weapons is permitted as means of stopping foreign military orgovernment vessels regardless of the scope of the provisions of the Law Concerning Execution of Dutiesof Police Officials.
Audit and Supervisory Committee Through attendance at the monthly meetings of the Board of Directors and auditing activities as the Committee, the Audit and Supervisory Committee audits andsupervises matters regarding the legality of the directors' execution of duties and decision making, as well as the adequacy and appropriateness of management decisions made by directors.
Based on"Document Management Rules for Affiliates", directors and other relevant personnel of the Company'ssubsidiaries shall report matters concerning the execution of duties by directors and other relevant personnel of subsidiaries by submitting copies of legal minutes and other documents to the Company.
In accordance with the audit basic policy and the audit basic plan formulated by the Board of Auditors, Audit& Supervisory Board members execute duties through attendance at Board of Directors meetings, attend the management conference,hold hearings about status of execution of duties, and review important documents.
Expectations for independent outside directors In addition to the above duties of all directors,independent outside directors are expected to oversee the execution of duties by corporate executive officers from an independent and objective standpoint, oversee conflicts of interest between MUFG and management or controlling shareholders, and advise and provide support to management based on their own experience and professional knowledge.
Management andStorage of Information With respect to handling of important documents related to execution of duties such as the minutes of Board of Directors meetings, the responsible department shall appropriately manage such documents according to the retention period required by law based on guidelines including the internal rules for document retention, and shall make such documents available for viewing as necessary.
Other systems to ensure that audits are carried out effectively by the Audit& Supervisory Board Members The Company will ensure that Audit& Supervisory Board Members have the opportunity to attend meetings of the Board of Directors and other important meetings so thatthey can grasp the status of execution of duties by Directors and important internal issues and express opinions where necessary.
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